SEC Company Response from BIO KEY INTERNATIONAL INC (BKYI) (CIK 0001019034) (BKYI) — Feb 2, 2016
BIO KEY INTERNATIONAL INC (BKYI) (CIK 0001019034)
Date: Feb. 2, 2016 · CIK: 0001019034 · Accession: 0001437749-16-024497
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File numbers found in text: 333-208747
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CORRESP 1 filename1.htm bkyi20160202_corresp.htm BIO-key International, Inc. 3349 Highway 138, Building A, Suite E Wall, NJ 07719 February 2, 2016 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, NE Washington, DC 20549 Re: BIO-key International, Inc.- Registration Statement on Form S-1 Commission File No. 333-208747 Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, BIO-key International, Inc. (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-208747) (the “Registration Statement”), so that it may become effective at 4:30 p.m. on February 3, 2016, or as soon thereafter as practicable. The Registrant hereby acknowledges that: (i) should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement; (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and (iii) the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Thank you for your prompt attention to this request. We request that such effectiveness be confirmed in writing. Very truly yours, BIO-key International, INC. By: /s/ Michael W. DePasquale Michael W. DePasquale Chief Executive Officer